SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION ADVANTAGE, INC.
(NAME OF SUBJECT COMPANY)
STERLING SOFTWARE ACQUISITION CORP.
STERLING SOFTWARE, INC.
(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
45669P 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
DON J. MCDERMETT, JR., ESQ.
STERLING SOFTWARE, INC.
300 CRESCENT COURT
SUITE 1200
DALLAS, TEXAS 75201
TELEPHONE: (214) 981-1000
FACSIMILE: (214) 981-1265
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
RICHARD J. GROSSMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
Sterling Software, Inc., a Delaware corporation ("Parent"), and
Sterling Software Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Purchaser"), hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1 and Statement on Schedule
13D (the "Schedule 14D-1/13D") filed with the Securities and Exchange
Commission (the "Commission") on July 21, 1999 with respect to the offer by
Purchaser to purchase all of the outstanding shares of common stock, par
value $.01 per share (the "Common Stock," and including the associated
Preferred Stock Purchase Rights, the "Shares"), of Information Advantage,
Inc., a Delaware corporation (the "Company"), at a purchase price of
$6.50 per Share, net to the seller in cash, without interest thereon.
Unless otherwise indicated herein, capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the
Schedule 14D-1/13D or in the Offer to Purchase referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(c) of the Schedule 14D-1/13D is
hereby amended and supplemented by the following:
On August 5, 1999, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(10) and is incorporated herein by reference,
relating to the expiration of the applicable waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(10) Press Release, dated August 5, 1999, issued by Parent.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: August 5, 1999
STERLING SOFTWARE, INC.
By: /S/ DON J. MCDERMETT, JR.
---------------------------------
Name: Don J. McDermett, Jr.
Title: Senior Vice President and
General Counsel
STERLING SOFTWARE ACQUISITION CORP.
BY: /S/ DON J. MCDERMETT, JR.
---------------------------------
Name: Don J. McDermett, Jr.
Title: Vice President
INDEX TO EXHIBITS
EXHIBIT: DESCRIPTION:
(a)(10) Press Release, dated August 5, 1999, issued by Parent.
NEWS RELEASE
STERLING SOFTWARE ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
IN TENDER OFFER FOR INFORMATION ADVANTAGE
DALLAS, TX (August 5, 1999) - Sterling Software, Inc. (SSW-NYSE) today
announced that the waiting period under the Hart-Scott-Rodino Antitrust
statute applicable to the $6.50 per share cash tender offer for all
outstanding common shares of Information Advantage, Inc. (IACO-NASDAQ) by a
wholly owned Sterling Software subsidiary, Sterling Software Acquisition
Corp., expired at 11:59 p.m., New York City time, on August 4, 1999.
Accordingly, the condition to the tender offer relating to the expiration
or termination of the Hart-Scott-Rodino waiting period has been satisfied.
The offer continues to be subject to certain other conditions, including
the valid tender of a number of Information Advantage shares which,
together with Information Advantage shares beneficially owned by Sterling
Software, represents a majority of Information Advantage's outstanding
shares on a fully diluted basis.
The offer and withdrawal rights are currently scheduled to expire at
midnight, New York City time, on Tuesday, August 17, 1999. Questions and
requests for assistance regarding the tender offer may be directed to
Georgeson Shareholder Communications Inc., who is acting as Information
Agent for the offer, at (800) 223-2064, or to Deutsche Banc Alex. Brown,
who is acting as Dealer Manager for the offer, at (800) 334-2640.
Information Advantage is a leading provider of business intelligence
solutions that are designed to accelerate and improve enterprise-wide
decision making. Information Advantage's MyEureka product suite offers
solutions for information portals, enterprise reporting and data
warehousing and can enhance customer relationship management (CRM) and
enterprise resource planning (ERP) systems with reporting and analysis. For
more information, visit the company's Web site at www.infoadvan.com.
Sterling Software is a leading provider of software and services for the
application development, information management, systems management and
federal systems markets. The company is ranked among Business Week's 1998
"Info Tech 100" as one of the world's best performing information
technology companies. Headquartered in Dallas, Sterling Software has a
worldwide installed base of more than 20,000 customer sites and 3,700
employees in more than 90 offices worldwide. For more information on
Sterling Software, visit the company's Web site at www.sterling.com.
Contacts:
Julie Kupp Tony Carideo
Sterling Software, Inc. Information Advantage, Inc.
(214) 981-1000 (612) 833-3720
[email protected] [email protected]
